(Translation)
November 13, 2008
Dear Sirs:
Company Name:
(Code Number:
Name of Representative:
Contact Information:
(Telephone Number:
eAccess Ltd.
9427, First Section of Tokyo Stock Exchange)
Koji Fukata,
Representative Director and President
Hajime Yamanaka,
Managing Executive Director and Director of
Accounting
03-3588-7200)
Filing of Amendment to Tender Offer Registration Statement
and Amendments and Additions to Notice Regarding Commencement of Tender Offer for
Share Certificates, Etc. of ACCA Networks Co., Ltd., A Subsidiary of eAccess Ltd.
On November 13, 2008, eAccess Ltd. (the "Tender Offeror" or the "Company") filed with the Director of the
Kanto Local Finance Bureau, an Amendment to the Tender Offer Registration Statement pursuant to the provisions of
Article 27-8, Paragraphs 1 and 2 of the Financial Instruments and Exchange Law concerning the acquisition by the
Company of common shares and share warrants of ACCA Networks Co., Ltd. (the "Target Company") through a tender
offer (the “Tender Offer”). For this reason, the Company hereby makes amendments and additions to the contents of the
Public Notice of the Commencement of the Tender Offer dated October 30, 2008 and the "Notice Regarding
Commencement of Tender Offer for Share Certificates, Etc. of ACCA Networks Co., Ltd., A Subsidiary of eAccess Ltd."
dated October 29, 2008.
The amendments and additions shown below are based on the amendments made to the description of
Contents of Business of the Company and the "Notice concerning Conclusion of Share Transfer Agreement on Change
in Status (Transfer) of Subsidiary" and the "Summary of Financial and Business Results for the 3rd Quarter of the Fiscal
Year ending in December 2008" disclosed by the Target Company. Therefore, there are no changes to Conditions, etc. of
the Purchases as defined in Article 27-3, Paragraph 2, Item 1 of the Financial Instruments and Exchange Law.
Additions and Amendments
I. Amendments to the Public Notice of the Commencement of the Tender Offer Dated October 30, 2008
(Amended portions are underlined.)
(Before amendment)
5. Purposes, Contents of Business and Amount of Capital of Tender Offeror
<Omitted>
(2) Contents of Business
The Company's group comprises the Company, 2 consolidated subsidiaries (CULTIVE Ltd. and CV1 Venture
Fund), 2 affiliated companies accounted for under the equity method including EMOBILE and 1 nonconsolidated
subsidiary.
EMOBILE changed from a consolidated subsidiary to an affiliated company accounted for under the equity
method by disposition of a portion of the shares held by the Company on May 31, 2007.
The Company's position within the business of the Company's group as well as its relationship with the
business segments are as follows.
(i) Network Business
The Company's businesses are structured principally to provide as a DSL operator its customers
DSL lines by way of wholesale to business partners such as ISPs or its affiliated company, EMOBILE. Also,
the Company provides AOL branded ISP services in Japan in alliance with America Online, Inc. of the United
States. In addition, the Company provides a backbone network to EMOBILE utilizing the existing
communication network. Also, the Company launched the first-ever business in Japan targeting the MVNO
by providing high-speed mobile data communication services utilizing HSDPA, in collaboration with
EMOBILE.
In the Network business, the Company will work on identifying further needs of the users in the
market and a new target demographic. In so doing, the Company will consider the trends of usage by the
Internet users in the maturing broadband market and work in cooperation with companies in various business
sectors that may enable the Company to provide additional values in response to the users' needs. Moreover,
the Company will continue to differentiate its services from FTTH or other companies' DSL services by
providing set services with EMOBILE or various business partners and low-price services backed by cost
competitiveness. Also, in launching of the business targeting the MVNO, the Company will put its efforts into
enlarging the number of partner ISPs or business partners other than ISPs and providing additional values
unique to MVNO-related business.
<Rest omitted>
(After amendment)
5. Purposes, Contents of Business and Amount of Capital of Tender Offeror
<Omitted>
(2) Contents of Business
The Company's group comprises the Company, 3 consolidated subsidiaries (CULTIVE Ltd., CV1 Venture
Fund and the Target Company), and 1 affiliated company accounted for under the equity method (EMOBILE).
EMOBILE changed from a consolidated subsidiary to an affiliated company accounted for under the equity
method by disposition of a portion of the shares held by the Company on May 31, 2007. Also, the Target Company
became a consolidated subsidiary on September 1, 2008 as a result of share acquisition by the Company.
The Company's position within the business of the Company's group as well as its relationship with the
business segments are as follows.
(i) Network Business
The Company's businesses are structured principally to provide as a DSL operator its customers
DSL lines by way of wholesale to business partners such as ISPs or its affiliated company, EMOBILE. Also,
the Company provides AOL branded ISP services in Japan in alliance with America Online, Inc. of the United
States. In addition, the Company provides a backbone network to EMOBILE utilizing the existing
communication network.
In the Network business, the Company will work on identifying further needs of the users in the
market and a new target demographic. In so doing, the Company will consider the trends of usage by the
Internet users in the maturing broadband market and work in cooperation with companies in various business
sectors that may enable the Company to provide additional values in response to the users' needs. Moreover,
the Company will continue to differentiate its services from FTTH or other companies' DSL services by
providing set services with EMOBILE or various business partners and low-price services backed by cost
competitiveness.
The Target Company became a consolidated subsidiary on September 1, 2008 to become a new
major related company involved in the Network business.
<Rest omitted>
II. Amendments and Additions to the "Notice Regarding Commencement of Tender Offer for Share Certificates, Etc. of
ACCA Networks Co., Ltd., A Subsidiary of eAccess Ltd." dated October 29, 2008
(Amendments and additions are underlined.)
(Before amendment)
4. Others
<Omitted>
(2) Other Information That is Deemed to be Necessary for Investors in Determining Whether or Not They Should Tender
the Shares for the Purchase, Etc.
<Omitted>
(ii) At its board of directors' meeting held on October 16, 2008, the Target Company decided to transfer all of
the shares of zoome Co., Ltd., its consolidated subsidiary, to ITmedia Inc. On the same day, the Target
Company made a public announcement titled "Notice concerning Conclusion of Basic Agreement on Change
in Status (Transfer) of Subsidiary" announcing the conclusion of the basic agreement with ITmedia Inc. The
summary of the public announcement is as follows.
(a) Description of the Subsidiary to Be Transferred
Trade Name:
Location of the Head Office:
Date of Establishment:
zoome Co., Ltd.
12-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo
June 2, 2008
Principal Business:
Amount of Capital:
Internet media business
1,000,000 yen
(b) Schedule
October 30, 2008: Conclusion of Share Transfer Agreement (Scheduled Date)
October 31, 2008: Share Transfer (Scheduled Date)
(After amendment)
4. Others
<Omitted>
(2) Other Information That is Deemed to be Necessary for Investors in Determining Whether or Not They Should Tender
the Shares for the Purchase, Etc.
<Omitted>
(ii) On October 29, 2008, the Target Company concluded with ITmedia Inc. a Share Transfer Agreement under
which all of the shares of zoome Co., Ltd., a consolidated subsidiary of the Target Company, would be
transferred to ITmedia Inc. at the transfer price of 95 million yen.
(a) Description of the Subsidiary to Be Transferred
Trade Name:
Location of the Head Office:
Date of Establishment:
Principal Business:
Amount of Capital:
(b) Schedule
October 31, 2008: Share Transfer
zoome Co., Ltd.
12-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo
June 2, 2008
Internet media business
1,000,000 yen
(iii) The Target Company has disclosed the "Summary of Financial and Business Results for the 3rd Quarter
of the Fiscal Year ending December 2008" on November 12, 2008. Profits and Losses, etc. of the Target
Company for the 3rd Quarter of the fiscal year ending in December 2008 (From January 1, 2008 through
September 30, 2008) are as follows:
(a) Profits and Losses (Consolidated)
For the Fiscal Year Ending December 2008
(3rd Quarter of Ninth Fiscal Year)
Fiscal Period
Sales (Thousands of yen)
22,777,573
Cost of Sales (Thousands of yen)
16,921,021
Selling and General Administrative
Expenses
4,070,149
(Thousands of yen)
Nonoperating Income (Thousands of yen)
33,191
Operating Expenses (Thousands of yen)
90,937
Net Profits for the Quarter (Net Losses for
1,564,860
the Quarter) (Thousands of yen)
(Note 1) The amount of Sales does not include consumption tax.
(b) Per Share Data (Consolidated)
Fiscal Period
Net Profits or Losses Per Share for the
Quarter (Yen)
Amount of Dividend Per Share (Yen)
Net Assets Per Share (Yen)
For the Fiscal Year Ending December 2008
(3rd Quarter of Ninth Fiscal Year)
12,493.00
－
140,753.05
- End -